We have audited the accompanying Audited Standalone Financial Results of Starlite Components Limited ('the Company'] for the quarter and year ended March 31, 2024, ('the Statement') attached herewith, being submitted by the Company pursuant to the requirement of Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('the Listing Regulations').
In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matters described in the basis for qualified opinion in paragraph below, of our report, the Statement -
(a) are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and
(b) gives a true and fair view in conformity with the recognition and measurement principles laid down in the applicable Indian Accounting Standards, and other accounting principles generally accepted in India, of the net profit and other comprehensive income and other financial information for the quarter and year ended March 31, 2024.
Basis for Qualified Opinion
1. The Company was under the Corporate Insolvency Resolution Process ("CIRP") as per the provisions of Insolvency and Bankruptcy Code, 2016 (the Code') vide order dated January 29, 2020 passed by the National Company Law Tribunal (NCLT'). The powers of the Board of Directors stood suspended as per Section 17 of the Code and such powers were exercised by the erstwhile Resolution Professional (RP) appointed by the NCLT by the said order under the provisions of the Code. Further, under the process, the Resolution Plan submitted by Solar Copyer Limited was approved by the Hon'ble NCLT, Mumbai Bench on March 14, 2024.
With the approval of the Resolution plan by Hon'ble NCLT, the CIRP of the Company was concluded and Mr. Naren Sheth has ceased to be the resolution professional of the Company, effective on and from March 14, 2024. As per the terms of the approved resolution plan, Monitoring committee was constituted (are hereafter referred to as the 'Management'), and first meeting of Monitoring Committee was duly held on April 9, 2024. As per Section 20 of the Code, the management and operations of the Company were managed by the erstwhile Resolution Professional Mr. NarenSheth from the commencement of CIRP and up to the plan approval date (March 14, 2024). In the first
meeting of the Monitoring Committee on April 9, 2024, members of Monitoring Committee suggested the implementation of the resolution plan and related compliances on priority. Considering the above, the Statement has been prepared on going concern by the Management.
2. As per Regulation 33 read with Regulation 63(2) of the of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the standalone financial results of the Company submitted to the stock exchange shall be signed by the Chairperson or Managing Director or Whole Time Director or in absence of all of them, it shall be signed by any Director of the Company who is duly authorized by the Board of Directors to sign the standalone annual financial results. In view of the Corporate Insolvency Resolution Process (CIRP) and on-going implementation of Plan, the powers of the Board of Directors remain suspended and hence, the powers of adoption of the Statement is vested with erstwhile RP and the Monitoring Committee, the standalone annual financial results has been signed by the authorized representative of the Monitoring Committee as per the provisions of the Code.
3. (a) We draw attention to Note 2 of the Statement, regarding the impairment review by the Company of all the assets and liabilities as at March 31, 2024, provision for the impairment loss has been recognized as exceptional items in the books of account by the Company on the basis of fair value and approved resolution plan. Since, the implementation of full resolution plan is pending; the extinguishment of existing share capital has not been done.
4. We conducted our audit in accordance with the Standards on Auditing (“SAs”} specified under Section 143(10} of the Companies Act, 2013 (“the Act”). Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Standalone Annual Financial Results section of our report. We are independent of the Company, in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act, and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone annual financial results.
5. Attention is drawn to the fact that the figures for the quarter ended March 31, 2023 and corresponding quarter ended in previous year as reported in these financial results are the balancing figures between audited figures in respect of the full financial year and the published year-to-date figures up to the end of the third quarter of the relevant financial year. Also, the figures up to the end of the third quarter had only been reviewed and not subjected to audit.
Material Uncertainty Relating to Going Concern
We draw attention to Note 1 of the Statement in viewimplementation of the approved resolution plan by the Hon'ble NCLT, Mumbai Bench, the outcome of which cannot be presently ascertained and other matters mentioned above.These events or conditions, along with other matters indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern in the event the Approved Resolution Plan is not implemented.
Management's Responsibility for the Standalone Financial Statements
1. The company has been under the CIRP under the provisions of the Insolvency and Bankruptcy Code, 2016 ('the Code'] vide order dated January 29, 2020 passed by the NCLT. The powers of the Board of Directors were suspended as per Section 17 of the Code and such powers are being exercised by the erstwhile RP (upto March 14, 2024) and Monitoring Committee thereafter after approval of the resolution plan by the Order of the Hon'ble NCLT, Mumbai Bench.
2. The Statement has been prepared from the related audited standalone financial statements. The Statement has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standards (Ind AS), prescribed under section 133 of the Companies Act, 2013 ('the Act') read with relevant rules issued there under and other accounting principles generally accepted in India and other recognized accounting practices and policies and in compliance with Regulation 33 read with Regulation 63(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with relevant circulars issued by SEBI. This Statement has been adopted by the Monitoring Committee while exercising the powers of the Board of Directors of the Company, in good faith, solely for the purpose of compliance and discharging their duties which has been conferred upon them as per the terms of the approved resolution plan.
3. The management under the direction of the Monitoring Committeeare responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”] with respect to the preparation and presentation of financial statements that give a true and fair view of the state of affairs, loss (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including Indian Accounting Standards (Ind AS) specified under Section 133 of the Act.
4. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds andotherirregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance ofadequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone annual financial results that give a true and fair view and are free from materialmisstatement, whether due to fraud or error.
5. In preparing the financial statement, the Company's Management under the direction of Monitoring Committeeis responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Company's Management under the Monitoring Committee is also responsible for overseeing the Company's financial reporting process.
Auditor's Responsibility
1. Our objectives are to obtain reasonable assurance about whether the standalone annual financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone annual financial results.
2. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone annual financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion through a separate report on the complete set of financial statements on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the standalone financial results made by the Management.
• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the standalone annual financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of
our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone annual financial results, including the disclosures, and whether the standalone annual financial results represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the Standalone Financial Results of the Company to express an opinion on the Standalone Financial Results.
3. Materiality is the magnitude of misstatements in the Standalone Financial Results that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Financial Results may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Standalone Financial Results.
4. We communicate with those charged with governance regarding, among other matters, the plannedscope and timing of the audit and significant audit findings, including any significant deficienciesin internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them allrelationships and other matters that may reasonably be thought to bear on our independence, andwhere applicable, related safeguards.
Emphasis of Matter
1. We draw attention to Note No 1 of the Statement which explains that the resolution plan submitted was duly approved by the Hon'ble NCLT, Mumbai Bench on March 14, 2024.
2. We draw attention to Note No 2 of the Statement which refers to the valuation of all assets held by the Company and subsequent measurement of impairment loss under Ind AS 36 - Impairment of Assets, if any, on completion of CIRP.
Other Matters
1. The figures for the quarter ended March 31, 2024, included in standalone annual financial results are derived figures between the audited figures in respect of the financial year ended March 31, 2024 and the published unaudited year-to-date figures up to December 31, 2023 being the date of the end of the third quarter of the current financial year, which were subject to a limited review by us, as required under the Listing Regulations.
For SHARP AARTH &Co. LLP Chartered Accountants
ICAI Firm Registration No: 132748W / W100823 Sd/-
CA Praveen Purohit Partner
Membership No. 429231 UDIN: 24429231BKDZKU1695
Place: Nashik Date: May 23, 2024
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